Posting of Scheme Circular

 

TIDMOCR 
 
RNS Number : 4922E 
OneClickHR PLC 
22 December 2009 
 

 
Not for release, publication or distribution, in whole or in part, in, into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction 
 
 
22 December 2009 
 
 
ONECLICKHR PLC 
 
 
RECOMMENDED CASH OFFER BY ADP NETWORK SERVICES LIMITED FOR ONECLICKHR PLC 
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT 
 
 
POSTING OF SCHEME CIRCULAR 
 
 
On 15 December 2009, the board of ADP Network Services and the board of 
OneClickHR plc ("OneClickHR" or the "Company") announced that they had reached 
agreement on the terms of a recommended cash offer by ADP to acquire the entire 
issued share capital of OneClickHR, to be implemented by means of a scheme of 
arrangement under Part 26 of the Companies Act 2006. 
 
 
The board of OneClickHR announces that the Scheme Document which sets out, 
amongst other things, the full terms and conditions of the Scheme and an 
explanatory statement (pursuant to section 897 of the Companies Act 2006), 
together with the action to be taken by OneClickHR Shareholders, is being posted 
to OneClickHR Shareholders today. 
 
 
Notices convening the Court Meeting and the General Meeting, to be held at the 
offices of Olswang, 90 High Holborn, London, WC1V 6XX on 14 January 2010 at 
10.00 a.m. and 10.15 a.m. (or, in the case of the General Meeting, as soon 
thereafter as the Court Meeting is concluded or adjourned), respectively, are 
contained in the Scheme Document. 
 
 
It is anticipated that the voting record time in respect of the Court Meeting 
and General Meeting will be 6.00 p.m. on 12 January 2009. 
 
 
Subject to the satisfaction or waiver of the Conditions to the Scheme, the 
expected timetable of principal events is: 
 
 
  *  the last day of dealings in, and for registration of transfers of, OneClickHR 
  Shares will be 4 February 2010; 
 
 
 
  *  trading in OneClickHR's Shares will be suspended from 7:00am on 5 February 2010 
 
 
 
  *  the Court Sanction Hearing to sanction the Scheme will take place on 5 February 
  2010; 
 
 
 
  *  the Reduction Court Hearing to confirm the Reduction of Capital will take place 
  on 9 February 2010 
 
 
 
  *  the Scheme will become effective on 10 February 2010; 
 
 
 
  *  cancellation of admission to trading of the OneClickHR Shares will take place on 
  11  February 2009; and 
 
 
 
  *  despatch of cheques or settlement through CREST in respect of the cash 
  consideration due under the Scheme will be made by  23 February 2010. 
 
 
 
If any of these expected dates change, OneClickHR will give reasonable notice of 
the change by issuing an announcement through a Regulatory Information Service. 
 
 
Unless the context otherwise requires, terms defined in the announcement dated 
15 December 2009 have the same meaning in this announcement. 
 
Copies of the Scheme Circular and Forms of Proxy will be available from the 
offices of Olswang, 90 High Holborn, London, WC1V 6XX. The Scheme Circular may 
also be obtained from the website of OneClickHR, www.oneclickhrplc.com. 
 
 
 
 
Enquiries: 
 
 
+--------------------------------------------------------+---------------------+ 
| ADP Network Services Limited                           | Tel: [phone]   | 
| Donald McGuire                                         |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| Mooreland Partners LLP (financial adviser to ADP       | Tel: [phone]  | 
| Network Services)                                      | Tel: [phone]  | 
| Patrick Seely                                          |                     | 
| Victor Garcia                                          |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| OneClickHR Plc                                         | Tel: [phone]  | 
| Frank Beechinor-Collins                                |                     | 
| Stephen Oliver                                         |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| KBC Peel Hunt (financial adviser to OneClickHR)        | Tel: [phone]  | 
| Richard Kauffer                                        |                     | 
| Daniel Harris                                          |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| Hansard Group                                          | Tel: [phone]  | 
| Adam Reynolds                                          |                     | 
+--------------------------------------------------------+---------------------+ 
 
 
Mooreland Partners LLP, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority for investment business, is acting 
exclusively for the ADP Group and no one else in relation to the Proposal and 
will not be responsible to anyone other than the ADP Group for providing the 
protections afforded to clients of Mooreland Partners LLP or for providing 
advice in relation to the Proposal. 
KBC Peel Hunt is acting exclusively for OneClickHR and no one else in relation 
to the Scheme and will not be responsible to anyone other than OneClickHR for 
providing the protections afforded to clients of KBC Peel Hunt or for providing 
advice in relation to the Proposal, the Scheme or any matter or arrangement 
referred to in this announcement. 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposal or otherwise. The Proposal will be made solely through the Scheme 
Document, which will contain the full terms and conditions of the Proposal, 
including details of how to vote in respect of the Proposal. Any acceptance or 
other response to the Proposal should be made only on the basis of the 
information in the Scheme Document. OneClickHR Shareholders are advised to read 
carefully the formal documentation in relation to the Scheme once it has been 
despatched. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the Takeover Code and the information disclosed 
may not be the same as that which would have been disclosed if this announcement 
had been prepared in accordance with the laws of jurisdictions outside England. 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
If the acquisition of One ClickHR is implemented by way of an Offer (unless 
otherwise determined by ADP Network Services and permitted by applicable law and 
regulation), the Offer may not be made, directly or indirectly, in or into or by 
the use of the mails of, or by any other means or instrumentality (including, 
without limitation, electronic mail, facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or any facility of a national state or securities exchange of any 
Restricted Jurisdiction and the Offer may not be capable of acceptance by any 
such use, means, instrumentality or facility. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in one per cent. or more of any 
class of "relevant securities" of OneClickHR, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or the Proposal lapses or 
is otherwise withdrawn, or on which the "offer period" otherwise ends. If two or 
more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of 
OneClickHR, they will be deemed to be a single person for the purpose of Rule 
8.3. 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of OneClickHR by the ADP Group, or by OneClickHR, or any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website 
at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Takeover Panel's website. If you are in any doubt as to whether or 
not you are required to disclose a "dealing" under Rule 8, please contact an 
independent financial adviser authorised under FSMA, consult the Panel's website 
at www.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0) 
20 7638 0129. 
ADP Network Services reserves its rights, with consent of the Takeover Panel, to 
implement its acquisition of OneClickHR by way of a takeover offer under the 
Takeover Code. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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